exv4w31






Exhibit 4.31




SECOND SUPPLEMENTAL INDENTURE




          The Second Supplemental Indenture (the “Second Supplemental Indenture”) is made and
entered into this 27th day of April 2009 by and among Terra Capital, Inc., a Delaware
corporation (the “Company”), Terra Industries Inc., a Maryland corporation, as parent
guarantor (the “Parent”), each of the subsidiaries of the Company listed in Appendix
I attached hereto (each, together with the Parent, the “Existing Guarantors”), the
subsidiaries, Terra Global Holding Company Inc., a Delaware corporation, Terra Investment Fund LLC,
an Oklahoma limited liability company, and Terra Investment Fund II LLC, an Oklahoma limited
liability company (each, a “New Guarantor”) and U.S. Bank National Association, as trustee
under the Indenture referred to below (the “Trustee”).




WITNESSETH




          WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an Indenture (as
such may be amended from time to time, the “Indenture”), dated as of February 2, 2007, as
supplemented by the First Supplemental Indenture dated as of January 9, 2008, relating to the
Company’s 7% Senior Notes due 2017 (the “Notes”);




          WHEREAS, Section 4.5 and Section 10.7 of the Indenture each require the Company to cause each
new Restricted Subsidiary (other than any Foreign Subsidiary) to execute and deliver to the Trustee
a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Company’s obligations under the Indenture and the Notes;




          WHEREAS, pursuant to Section 9.1 of the Indenture, the Company and the Trustee can execute the
Second Supplement Indenture without consent of holders.




          NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged,
each New Guarantor hereby agrees to guarantee the Company’s obligations under the Notes on the
terms and subject to the conditions set forth in Article 10 of the Indenture. From and after the
date hereof, each New Guarantor shall be a Guarantor for all purposes under the Indenture and the
Notes as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. Each New Guarantor hereby agrees to guarantee the
Company’s obligations under the Notes on the terms and subject to the conditions set forth in
Article 10 of the Indenture. From and after the date hereof, each New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.




          3. Incorporation of Terms of Indenture. The obligations of each New Guarantor under
the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute
a Guarantee thereunder. Each New Guarantor shall be bound by the terms of the Indenture as they
relate to the Guarantee.




 









 








          4. No Personal Liability of Directors, Officers, Employees or Stockholders. No
director, officer, employee, member or stockholder of each of the New Guarantors, as such, will
have any liability for any obligations of the Company, any Existing Guarantor or any New Guarantor
under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases the Company, each Existing Guarantor and each New Guarantor from all such liability. The
waiver and release are part of the consideration for issuance of the Guarantee by each New
Guarantor.




          5. GOVERNING LAW. THE SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.




          6. Counterparts. The Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.




          7. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          8. Trustee. The recitals contained herein shall be taken as the statements of the
Company, the Existing Guarantors and each New Guarantor, and the Trustee assumes no responsibility
for their correctness.




* * * * *




2









 





          IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	TERRA CAPITAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:
	 	Vice President and Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	TERRA INDUSTRIES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:
	 	Vice President, General Counsel and
Corporate Secretary	 	 






	 	 	 	 	 	 	 
	 	 	BEAUMONT AMMONIA INC.	 	 
	 	 	BEAUMONT HOLDINGS CORPORATION	 	 
	 	 	BMC HOLDINGS INC.	 	 
	 	 	PORT NEAL CORPORATION	 	 
	 	 	TERRA CAPITAL HOLDINGS, INC.	 	 
	 	 	TERRA ENVIRONMENTAL TECHNOLOGIES INC.	 	 
	 	 	TERRA INTERNATIONAL, INC.	 	 
	 	 	TERRA INTERNATIONAL (OKLAHOMA) INC.	 	 
	 	 	TERRA METHANOL CORPORATION	 	 
	 	 	TERRA NITROGEN CORPORATION	 	 
	 	 	TERRA REAL ESTATE CORP.	 	 
	 	 	TERRA (U.K.) HOLDINGS INC.	 	 
	 	 	TERRA MISSISSIPPI HOLDINGS CORP.	 	 
	 	 	TERRA MISSISSIPPI NITROGEN, INC.	 	 
	 	 	TERRA HOUSTON AMMONIA, INC.	 	 
	 	 	TERRA NITROGEN GP HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:
	 	Acting in the capacities identified on Appendix
I hereto with respect to each of the Existing
Guarantors	 	 






 









 





	 	 	 	 	 	 	 
	 	 	TERRA GLOBAL HOLDING COMPANY INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TERRA INVESTMENT FUND LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TERRA INVESTMENT FUND II LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John W. Huey	 	 
	 

	 	Title:	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Prokosch	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Prokosch	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	APPENDIX I





	 	 	 
	Subsidiaries of the Company	 	Position of John W. Huey
	Beaumont Ammonia Inc.

	 	Vice President and Corporate Secretary
	Beaumont Holdings Corporation

	 	Vice President and Corporate Secretary
	BMC Holdings Inc.

	 	Vice President and Corporate Secretary
	Port Neal Corporation

	 	Vice President and Corporate Secretary
	Terra Capital Holdings, Inc.

	 	Vice President and Corporate Secretary
	Terra Environmental Technologies Inc.

	 	Vice President and Corporate Secretary
	Terra International, Inc.

	 	Vice President and Corporate Secretary
	Terra International (Oklahoma) Inc.

	 	Vice President, General Counsel and Corporate Secretary
	Terra Methanol Corporation

	 	Vice President and Corporate Secretary
	Terra Nitrogen Corporation

	 	Vice President and Corporate Secretary
	Terra Real Estate Corp.

	 	Vice President and Corporate Secretary
	Terra (U.K.) Holdings Inc.

	 	Vice President, General Counsel and Corporate Secretary
	Terra Mississippi Holdings Corp.

	 	Vice President
	Terra Mississippi Nitrogen, Inc.

	 	Vice President and Corporate Secretary
	Terra Houston Ammonia, Inc.

	 	Vice President, General Counsel and Corporate Secretary
	Terra Nitrogen GP Holdings, Inc.

	 	Vice President and Corporate Secretary